ARTICLE 1.00 NAME AND PURPOSES OF THE ORGANIZATION

1.01 This organization shall be known as the Association for Research in Vision and Ophthalmology, Inc., hereinafter referred to as ARVO.

1.02 The purposes of ARVO shall be to encourage and assist research, training, publication and dissemination of knowledge in vision and ophthalmology. ARVO is organized and operated as a charitable and educational organization recognized as a Section 501(c)(3) organization under the Internal Revenue Code, as amended.

ARTICLE 2.00 MEMBERSHIP

2.01 Members shall be individuals with particular competence or interest in the field of ophthalmic investigation and vision research who meet such requirements as shall be established, from time to time, by the Board of Trustees. Members shall annually identify a primary scholarly interest corresponding to either a standing or a specially-formed Scientific Section of ARVO. The thirteen (13) standing Scientific Sections of ARVO are:

The Board of Trustees may, in keeping with guidelines which they establish from time to time, create specially-formed Scientific Sections, which shall then be authorized to include scientific and business sessions in the annual ARVO Meeting, but which will not be represented with an elected section member on the Board of Trustees. The standing Scientific Sections are created or abolished by amendment of these Bylaws, and each standing Scientific Section shall be represented by a section member elected to serve on the Board of Trustees.

2.02 CLASSES OF MEMBERSHIP There shall be the following classes of membership in ARVO: Regular Members, Members-in-Training, Life Members, Honorary Members, Associate Members and Retired Members.

2.03 REGULAR MEMBERS Regular membership shall be restricted to individuals demonstrating a serious interest in or making significant contributions to visual science. This may be evidenced by: (a) scientific publications; (b) attendance at ophthalmological or visual science meetings; (c) direct involvement in research; or (d) other similar activity satisfactory to the Board of Trustees. A candidate for membership shall submit an application to ARVO headquarters office on the form prescribed by the Board of Trustees and shall pay the application fee in effect at that time. All information submitted on the application form shall be subjected to review and verification by or under the supervision of the Board of Trustees. The candidate shall become a Regular Member upon acceptance of the application and payment of all applicable dues and assessments for the then current calendar year.

2.04 MEMBERS-IN-TRAINING Members-in-Training shall be restricted to predoctoral and postdoctoral students at an institution of higher learning in a scientific field related to vision or ophthalmology. In no instance may a Member-in-Training retain such membership status in ARVO for longer than seven (7) years. A candidate shall submit an application to ARVO headquarters office on the form prescribed by the Board of Trustees and shall pay the application fee in effect at that time. All information submitted on the application form shall be subject to review and verification by or under the supervision of the Board of Trustees. The candidate shall become a Member-in-Training upon acceptance of the application and payment of all applicable dues and assessments for the then current calendar year.

2.05 ASSOCIATE MEMBERS Associate membership shall be restricted to individuals who support the objectives of ARVO, but do not satisfy the requirements of Regular Membership or individuals elected to membership in any class who voluntarily choose to become Associate Members. A candidate shall submit an application to the ARVO headquarters office on the form prescribed by the Board of Trustees and shall pay the application fee in effect at that time. All information submitted on the application form shall be subject to review and verification by or under the supervision of the Board of Trustees. The candidate shall become an associate member upon acceptance of the application and upon payment of all applicable dues and assessments for the then current calendar year.

2.06 LIFE MEMBERS A Regular Member shall automatically become a Life Member upon the payment of a one-time special assessment as determined by the Board of Trustees. A Life Member shall enjoy all of the privileges and benefits of Regular Members.

2.07 HONORARY MEMBERS A person who has singularly aided the progress of research in vision and ophthalmology may become an Honorary Member when recommended to and approved by the Board of Trustees.

2.08 RETIRED MEMBERS Any Regular Member may make a written request to the ARVO headquarters office to have his or her membership be transferred to that of a Retired Member provided that, at the time of making the request, such person has been a Regular or Life Member for 20 years cumulative (not continuous) and is no longer engaged in his or her regular research, academic or other scientific activities. The request shall be subject to approval of the Board of Trustees. Retired Members shall have all the rights and privileges of Regular Members, except that of voting and holding elective office. Fees or assessments will be determined by the Board.

2.09 VOTING The only classes of membership entitled to vote on matters brought before the membership by the Board of Trustees shall be Regular Members and Life Members whose payments are not "delinquent" as defined in herein unless otherwise required by applicable law, the phrase, "voting members" used in these Bylaws means and includes only persons within one or more of these classes of membership whose payments are not "delinquent."

2.10 HOLDING OFFICE The only classes of membership entitled to hold any elected office in ARVO shall be Regular Members and Life Members. Voting members shall have voting rights in only one Scientific Section of ARVO. Members with delinquent fees, assessments, including for ARVO journals and publications, are not eligible to run for office until the fees are paid in full.

2.11 FEES, DUES AND ASSESSMENTS

(a) The application fees, including membership dues, meeting registration, fees for ARVO journals and publications, or other assessments deemed appropriate shall be established annually by the Board of Trustees.

(b) Annual dues shall be established on the basis of the calendar year. The dues for a calendar year shall be payable on or before the first day of that year and shall be considered delinquent if not paid by the first day of February of that calendar year. No annual dues shall be payable by Life, Honorary, or Retired Members. Any annual fees may be assessed by the Board of Trustees.

(c) Non-dues fees. All assessments and fees, including meeting registration fees associated with journals and publications, or any other fee deemed appropriate by the Board of Trustees, shall be payable at the time of invoicing unless otherwise determined through approved policy set by the Board of Trustees.

2.12 TERMINATION OF MEMBERSHIP A member may be terminated for nonpayment of required dues, assessments, or other fees in accordance with policies established by the Board of Trustees. Such termination shall not relieve the Member from other financial obligations that may exist. A Member whose membership has been terminated as provided in this paragraph may be reinstated upon payment of any delinquent amounts and approval by the Board of Trustees.

Any member of any class whose dues, assessments, or other fees are not delinquent may resign by notifying the ARVO headquarters office, and such resignation shall be effective as of the date of receipt. Membership dues or other payments, or a portion thereof, are not refundable.

ARTICLE 3.00 MEETINGS AND VOTE OF MEMBERS

3.01 ANNUAL MEETINGS An Annual Meeting of members of ARVO shall be held each year at a place and date designated by the Board of Trustees. The primary purpose of the Annual Meeting of ARVO shall be to provide forums for the presentation of scientific papers, conduct elections of Trustees, and any other business brought before the membership by the Board of Trustees.

3.02 SPECIAL MEETINGS Special meetings of members may be called by the Board of Trustees for the times and places that it may designate. In addition, special meetings may be convened by the members entitled to cast ten percent (10%) of the total number of votes eligible to be cast at such meeting, who may, in writing, demand the call of a special meeting specifying the place, date, and hour, which shall not be less than two (2) nor more than three (3) months from the date of such written demand. The Treasurer, upon receiving the written demand, shall promptly give notice of such meeting, or if s/he fails to do so within five (5) business days thereafter, any members signing such demand may give notice.

3.03 NOTICE OF MEETINGS Notices of meetings of the members shall be delivered to all voting members at their addresses as they appear in the membership records of ARVO and shall be given not less than ten (10) nor more than fifty (50) days prior to the date set for the meeting. Such notice shall state the place, date, and hour of the meeting, and if for a special meeting, the purpose or purposes for which the meeting is called.

3.04 QUORUM Members entitled to cast one-hundred (100) votes, either in person or represented by proxy, shall constitute a quorum at any meeting of the members of ARVO, for the transaction of any and all business at such meeting, except where a greater quorum may be required by the Certificate of Incorporation, these Bylaws or New York law. At any special meeting for election of Trustees and Elected Officers called on the demand of voting members, the members attending, in person or by proxy, and entitled to vote in an election of Trustees and elected officials shall constitute a quorum for the purpose of electing Trustees and Elected Officers, but not for the transaction of any other business.

3.05 VOTE If a quorum is present, a majority of the members present, in person or by ballot proxy, shall be required to constitute action by the voting members on any matter, unless otherwise provided the Certificate of Incorporation, these Bylaws or New York law.

ARTICLE 4.00 BOARD OF TRUSTEES

4.01 AUTHORITY The Board of Trustees shall manage the affairs of ARVO and be responsible for setting policy related to the business and affairs of ARVO. The Board of Trustees shall have all power and responsibility conferred upon the board of directors of a nonprofit corporation by the New York Not-For-Profit Corporation Law, as now or hereafter amended, except as those powers or responsibilities may be limited by the Certificate of Incorporation or these Bylaws. Within the limit of the law, the Board of Trustees may delegate to officers and to committees as provided for herein. The Board of Trustees shall have the final responsibility and authority for all actions and policies that are recommended or adopted by any and all of its advisory councils, standing and special committees, and representatives to professional and governmental organizations, agents, and employees; and no action or policy shall be action or policy of ARVO unless and until it is adopted, ratified, or approved by the Board of Trustees or the Executive Committee.

4.02 COMPOSITION OF THE BOARD OF TRUSTEES The members of the Board of Trustees shall be comprised of one elected representative from each of the standing Scientific Sections, and the Immediate Past-President and Executive Vice President. The aforementioned members shall have voting privileges, including the President, Immediate Past President, President-Elect, Vice President(s) and Vice President(s)-Elect, unless already an Officer or Trustee, and Executive Vice President. The ARVO Foundation Board of Governors Chair, the Executive Director, and the At-large Members-in-Training Trustee shall be members ex officio of the Board without voting privileges. Neither the Editor-in Chief of IOVS, JOV, nor that of TVST may serve as a Trustee on the Board of Trustees during his/her term as Editor-in-Chief. A member of the Board of Trustees may not be nominated or elected by the ARVO membership to serve as an Editor-in-Chief of IOVS, Editor-in-Chief of JOV, or Editor-in-Chief of TVST during his/her term on the Board of Trustees.

4.03 ELECTION

(a) Nomination of Trustees The Association will issue an open call for nominations to the voting members of the Scientific Section(s) whose Trustee's term is expiring at the end of the following year's Annual Meeting. By the end of the first day of the ARVO Annual Meeting, each standing Scientific Section whose Trustee's term of office will expire at the end of the following year's Annual Meeting, shall nominate by online vote no more than two (2) candidates. The two nominated candidates will be announced at the Section business meetings. Any ties will be broken by lot at the Section Business Meeting. If only two (2) nominations are received, those names will automatically be placed on the final online election ballot for Section Trustee. One of the candidates will be elected as the Successor Trustee the following year by an online electronic election prior to the Scientific Section's business meeting at the Annual Meeting.

(b) Election of Trustees Except with respect to the election of the Executive Vice President and the Editors-in-Chief, only the voting members of the Scientific Section whose Trustee's term is expiring shall vote to elect a successor Trustee. Trustees shall be elected by online proxy ballot by the end of the first day of the Annual Meeting. No voting member of such Section shall be permitted to vote for any person whose name is not contained on the electronic proxy ballot. A plurality vote of the voting members of such Scientific Section shall be required for election as a Trustee on the Board of Trustees. Any ties shall be broken by lot between the candidates.

(c) Ballots For the election, ARVO shall prepare an electronic voting ballot, in the form of a revocable proxy, containing the nominations, and shall transmit one proxy ballot to each voting member in good standing of the Scientific Section whose turn it is to elect a Successor Trustee. The electronic voting ballot shall be sent to each such member's last recorded e-mail address (according to ARVO records), not less than thirty (30) days prior to the Annual Meeting of ARVO. Each voting member of such Scientific Section shall have the option to vote online prior to the Annual Meeting or by the end of the first day of the Annual Meeting. At the end of the first day of the Annual Meeting the total number of online votes shall be counted and the winners shall be announced as soon as practicable.

4.04 TERM OF OFFICE The elected Trustee from each Scientific Section shall assume their responsibilities immediately following their election at the Annual Meeting. The Trustees shall each be elected for a term of five (5) years, and terms shall be staggered so that not more than an approximately equal number of terms shall ordinarily expire each year. Each Trustee shall hold office until the expiration of the term for which he or she is elected, or until a successor is elected. No Trustee shall be permitted to be elected to a second consecutive five (5) year term of office. Any Trustee elected or appointed to serve an unexpired term of less than three (3) years shall not be considered as having served a full term. The Immediate Past President shall serve a one year term.

4.05 VACANCIES A vacancy of an elected Trustee, whether occurring by reason of death, resignation, or otherwise, shall be filled by a vote of the voting members of the Scientific Section with the Trustee vacancy to fill the vacancy for the unexpired term that remains. If a vacancy remains unfilled for six months after it occurs, and a quorum of the Board cannot be obtained, the remaining Trustees, or a majority of them, may appoint a Trustee to fill such vacancy.

4.06 REMOVAL FROM OFFICE Any Trustee or Officer (i.e. Executive Vice President, Editor-in-Chief of IOVS, Editor-in-Chief of JOV and Editor-in-Chief of TVST) of ARVO elected by the voting members may be removed from office with or without cause by the affirmative of a majority of the voting members that elected such Trustee or Officer, but his or her authority to act as an Officer may be suspended by the Board of Trustees for cause. Removal shall be without prejudice to the contract rights, if any, of the individual removed. Election to any office or other position shall not in itself create contract rights between a Trustee or Officer and ARVO.

ARTICLE 5.00 PROCEEDINGS

5.01 MEETINGS An annual meeting of the Board of Trustees shall be held at a date, time and place fixed by the Board of Trustees and may, but need not, be held concurrently with an Annual Meeting of ARVO. The Board of Trustees may hold other regular or special meetings at a place, date, and hour to be fixed by the Board of Trustees or its Executive Committee. The President shall be Chairman of the Board of Trustees and the President-elect shall act as Secretary of the Board.

5.02 NOTICE Notice of the place, date, and hour of each annual, regular or special meeting of the Board of Trustees shall be given to each Trustee prior to the meeting. The matters to be discussed and voted upon at any duly-called meeting of the Board of Trustees shall not be limited to those set forth in the notice of the meeting.

5.03 QUORUM Except as otherwise required by the Certificate of Incorporation, these Bylaws, or New York law, a majority of the entire voting members of the Board of Trustees shall constitute a quorum for the transaction of business. In the absence of the Chairman or Executive Vice President, the quorum may choose a temporary replacement from the Trustees in attendance to lead the meeting of the Board. Members of the Board of Trustees and its Executive Committee without voting privileges shall not be counted in the computation of a quorum hereunder.

5.04 MANNER OF ACTING A majority vote of the Trustees present and voting at a meeting at which a quorum is present shall be necessary to adopt any corporate action taken by the Board of Trustees, except as otherwise provided by the laws of the State of New York, the Certificate of Incorporation of ARVO, or these Bylaws. Members of the Board of Trustees and its Executive Committee without voting privileges shall not be counted in the computation of any vote.

5.05 WRITTEN ACTION Any action required or permitted to be taken by the Board of Trustees or any committee thereof may be taken without a meeting if all voting members of the Board or committee consent in writing (including by e-mail or other electronic method) to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by members of the Board or committee shall be filed with the minutes of the proceedings of the Board or committee. The same written action need not be signed by all the Trustees and each may sign a separate counterpart of the written action.

5.06 ELECTRONIC COMMUNICATION Any one or more members of the Board or any committee thereof may participate in a meeting of such board or committee by means of a conference telephone or similar communications equipment or electronic screen communication (i.e., Skype) allowing all persons participating in the meeting to hear simultaneously each other during the conversation. Participation by such means shall constitute presence in person at a meeting.

5.07 COMPENSATION No Trustee shall receive any salary or other form of compensation from ARVO in his or her capacity as a Trustee; provided, however, any Trustee may receive a stipend, a per diem and/or reimbursement for expenses in the performance of ARVO duties, at the discretion of the Board of Trustees.

ARTICLE 6.00 COMMITTEES OF THE BOARD OF TRUSTEES

6.01 STANDING COMMITTEE(S) OF THE BOARD of Trustees shall be appointed by resolution adopted by a majority of the entire voting members of the Board of Trustees consisting of only members of the Board.

6.02 EXECUTIVE COMMITTEE There shall be an Executive Committee of the Board of Trustees to consist of the President, Immediate Past President, Vice President(s), President-elect, Vice President(s)-elect, and Executive Vice President to serve from the time of the officer election through the next Annual Meeting of ARVO. The Executive Director shall be an ex officio non-voting member of the Executive Committee. The Executive Committee will appoint an Executive Director to manage the staff and day-to-day business affairs of ARVO as deemed by the Board of Trustees. The Executive Committee shall meet at such times and places as designated by the President or by a majority of the Executive Committee if the President has not so designated. A majority of the Executive Committee shall constitute a quorum for the transaction of business and a majority vote of the members of the Executive Committee present and voting at a meeting shall be necessary to adopt any action to be taken by the Executive Committee. The Executive Committee shall have and may exercise all of the authority of the Board of Trustees, or such lesser authority as may be set forth by resolution, providing, however, that the Executive Committee shall have no authority as to the following matters: (1) the submission to the membership of any action requiring membership approval under the laws of the State of New York; (2) the filling of vacancies on the Board of Trustees or on any committee; (3) the fixing of compensation of the Trustees for serving on the Board or on any committee; (4) the amendment or repeal of the Bylaws or the adoption of new Bylaws; (5) the amendment or repeal of any resolution of the Board which by its terms shall not be so amenable or repealable; (6) the election, appointment or removal of members of any committee or any Officer or Trustee of ARVO; (7) the amendment or restatement of the Certificate of Incorporation of ARVO; (8) the adoption of a plan of merger or consolidation with any other corporation; (9) the authorization of the sale, lease, exchange or mortgage of substantially all of the property and assets of ARVO; (10) the authorization of the voluntary dissolution of ARVO or the revocation of the proceedings therefore; (11) the adoption of a plan for the distribution of assets of ARVO. The designation of an Executive Committee by these Bylaws and the delegation thereto of certain authority shall not alone relieve any Trustee of his duty to ARVO under law.

6.03 ANNUAL MEETING PROGRAM COMMITTEE The members of each standing and specially formed Scientific Section shall elect an Annual Meeting Program Committee member from a list of their Section's current ARVO voting members (Regular or Life Members). Delinquent members or non-members are ineligible for election to the Annual Meeting Program Committee. Ordinarily, members of the Committee will serve staggered terms of three (3) or four (4) years, with the most senior member or members serving as Chair or Chairs. The Annual Meeting Program Committee, chaired by the Executive Vice President, shall arrange the scientific sessions to consist principally or exclusively of papers selected from among abstracts submitted for consideration, as well as arrange any special symposia or sessions combined with other Scientific Sections, in keeping with the procedures and regulations established by the Board of Trustees. Members of the Annual Meeting Program Committee shall arrange for a moderator for each scientific session.

6.04 OTHER COMMITTEES The Board of Trustees may establish and appoint other committees of the Board of Trustees and confer upon them all duties and authority deemed necessary and appropriate. Committees, other than committees of the Board, whether created by the Board or by the members, shall be committees of ARVO and shall have no authority to bind the Board of Trustees.

7.03 ELECTION The election of Elected Officers shall be held electronically by the end of the first day of the Annual Meeting. Each voting member of ARVO will be required to vote by electronic proxy ballot.

Each voting member of ARVO in good standing shall have one vote for each Elected Officer being elected. No voting member shall be permitted to vote for any person whose name is not contained on the electronic voting ballot.. A majority vote shall be required for election to any elected office, except that where there are more than two (2) candidates for any elected office, a plurality vote shall be sufficient for election to such office. Elected Officers, with the exception of the Editors-in-Chief who will remain on the calendar year schedule, shall assume their responsibilities immediately upon adjournment of the Association's Annual Meeting held one (1) year after election. Elected Officers shall each be elected for a term of five (5) years and shall hold office until the expiration of the term of which he or she is elected, or until a successor is elected and qualified. No Elected Officer shall be permitted to be elected to a second consecutive five (5) year term of office.

7.04 NOMINATIONS Not less than one-hundred sixty (160) days prior to each Annual Meeting of ARVO the Board of Trustees, acting on the recommendation of its Nominating Committee, shall nominate and shall transmit to the Executive Vice President (EVP) not more than three (3) nominations for each vacancy which shall occur upon the adjournment of the Annual Meeting of ARVO. In the event that one (1) nominee is brought to the EVP, a two-thirds (2/3) majority vote is required by the Board of Trustees to approve the nomination.

Other nominations for said Elected Offices may be made by any one-hundred (100) voting members in good standing who submit such nominations in writing, signed by said voting members, to the Executive Vice President not less than one-hundred (100) days prior to the General Business Meeting at the Annual Meeting of ARVO. The Executive Vice President shall include all such additional nominations, together with those nominations by the Nominating Committee on an electronic voting ballot. The Executive Vice President shall prepare an electronic voting ballot, in the form of a revocable proxy, containing all authorized nominations, and shall e-mail one sample online ballot with voting instructions to each voting member in good standing, at each such member's last recorded e-mail address (according to ARVO records), not less than thirty (30) days prior to the Annual Meeting of ARVO.

7.05 APPOINTMENT At each annual meeting of the Board of Trustees the members of the Board shall appoint, by majority vote of the Board of Trustees, from the most senior (those Trustees beginning the fourth year of a five-(5) year term) Trustees, one member to serve as President-Elect until the conclusion of the next Annual Meeting of ARVO. The remaining most senior Trustee(s) shall serve as Vice President(s). The President-Elect and the Vice President(s)-Elect shall succeed the outgoing President and Vice President(s), respectively, without further action by the membership of ARVO or the Board of Trustees, immediately upon adjournment of the next Annual Meeting of ARVO, or until his or her respective successor has been appointed and qualified.

7.06 THE PRESIDENT shall serve no more than one (1) term as President; shall be the Chairman of the Board of Trustees and Executive Committee; shall be a member ex officio of all committees of ARVO; shall be one of the Officers authorized to execute on behalf of ARVO all instruments authorized by the Board of Trustees and sign checks, drafts and contracts of ARVO; shall work with the Executive Vice President to ensure that basic ARVO policies and programs are formulated and executed; and shall exercise such other powers and perform such duties and responsibilities normally associated with the office of President and as may be conferred upon him or her from time to time by the Board of Trustees.

7.07 THE IMMEDIATE PAST PRESIDENT shall, immediately following his or her term of office as President, serve on the Board of Trustees and Executive Committee for one additional year with full voting privileges, and shall be a member ex officio of all committees of ARVO.

7.08 THE PRESIDENT-ELECT shall automatically become President of ARVO upon expiration of the President's term; shall in the absence or disability of both the President and the Vice President(s) have and perform the duties and responsibilities of the President; and shall be a member ex officio of all committees of ARVO. The President-Elect shall serve as corporate secretary.

7.09 THE VICE PRESIDENT, or if there is more than one Vice President, the one selected by a majority vote of the Trustees voting, shall in the absence or disability of the President have and perform the duties and responsibilities of the President; and shall in the event of a vacancy in the office of President, however occurring, in a similar manner fill the vacancy in the office of President for the unexpired portion of the President's term. The Vice President(s) shall also have all other duties and responsibilities that the President or the Board of Trustees may determine.

7.10 THE VICE PRESIDENT(S)-ELECT shall automatically become Vice President(s) of ARVO upon the expiration of the Vice President's term; shall in the absence or disability of the Vice President(s) have and perform the duties and responsibilities of the Vice President; and shall in the event of a vacancy in the office of Vice President, however occurring, fill the vacancy in the office of Vice President for the unexpired portion of the Vice President's term and also serve a full term as Vice President.

7.11 THE TREASURER is selected from amongst the Trustees in office by a majority vote of the Trustees voting. The ARVO Treasurer shall have such duties and authorities as are incident to the office.

7.12 THE EXECUTIVE VICE PRESIDENT is a member of the Board of Trustees. The EVP serves as the primary point of contact between the Board and ARVO staff for all operational activities, and the Executive Director shall report directly to the EVP for these activities. The EVP serves as Chair of the ARVO Annual Meeting Program Committee; shall be a member ex officio of all committees of ARVO (except the Finance Committee); and shall have all other powers, duties, responsibilities, and authority that the Board of Trustees may determine.

7.13 THE EDITORS-IN-CHIEF shall be responsible for the publication of ARVO's journals, Investigative Ophthalmology and Visual Science (IOVS), Journal of Vision (JOV), and Translational Vision Science and Technology (TVST) in accordance with policies and budgets adopted by the Board of Trustees; shall appoint editorial associates as required to assist in the selection of suitable articles for the journal; and shall present an annual report to the Board of Trustees and membership.

7.14 OFFICER VACANCIES Except as specifically provided in these Bylaws, a vacancy for an Officer appointed by the Board of Trustees shall be filled by appointment at the next meeting of the Board of Trustees. For elected offices, a vacancy shall be filled by nomination and election at the next Annual Meeting of ARVO in the manner set forth by these Bylaws. Interim vacancies will be appointed by a majority vote of the Board.

ARTICLE 8.00 MISCELLANEOUS

8.01 INDEMNIFICATION ARVO shall indemnify each Trustee, Officer, committee member, representative, employee and agent, his or her heirs, executors and legal representatives in such circumstances and to the fullest extent permitted by laws of the State of New York, as those laws exist from time to time, in connection with Board approved actions, and the Board of Trustees may purchase and maintain insurance to indemnify ARVO, its Trustees, Officers, committee members, representatives to other organizations, employees and agents against the financial obligation in such circumstances and to the fullest extent permitted by the laws of the State of New York. The Board of Trustees may make advances, to the extent permitted by the laws of the State of New York, against financial obligations. For this purpose, "financial obligations" shall include attorney's fees, judgments, fines, amounts paid in settlement and amounts otherwise reasonably incurred.

8.02 PARLIAMENTARY AUTHORITY The parliamentary rules and procedures contained in the current edition of Robert's Rules of Order, Newly Revised, shall govern all general meetings of ARVO, and all meetings of the Board of Trustees, Executive Committee, and committees of ARVO, in all cases to which they are applicable and in which they are not inconsistent with the Certificate of Incorporation, Bylaws, Special Rules of Order, Standing and Procedural Rules and Resolutions adopted by ARVO, or any provision of law specifically applicable to ARVO.

8.03 PROCEDURAL RULES AND ADMINISTRATIVE GUIDELINES ARVO, its Board of Trustees, Executive Committee and all committees of ARVO may adopt such Special Standing and Procedural Rules, Administrative Guidelines and Resolutions as may be necessary to implement the purposes set forth in the Certificate of Incorporation and Bylaws. These Rules, Guidelines and Resolutions may not be in conflict with the Certificate of Incorporation and Bylaws. Such Rules, Guidelines and Resolutions may be adopted by a majority vote without previous notice and they may be suspended, amended or rescinded whenever the best interests of ARVO shall be served by such action; however, to suspend, amend, or rescind requires a two-thirds (2/3) vote unless previous notice has been given in which case only a majority vote shall be required for such action.

ARTICLE 9.00 AMENDMENTS

9.01 These Bylaws may be amended by a majority vote of the persons present and voting at any regular or special meeting either of the Board of Trustees or of ARVO's voting members, provided that notice of the proposed amendment has been stated in the notice of the meeting. Any Bylaw adopted or amended by the Board may be amended or rescinded by the voting members.

9.02 The Board of Trustees shall not have the authority to adopt or amend any Bylaw which reduces the rights or privileges of any member or class of members in ARVO, or which increases the responsibilities or obligations of any member or class of members in ARVO, except that this limitation on the Board's right to adopt or amend Bylaws shall specifically not be construed to restrict the Board's right to adopt or amend Bylaws which alter the procedures to be followed by members in exercising any of their rights, privileges, duties or obligations.

Approved: Board of Trustees, October 8, 1988Revised and Approved: Board of Trustees, October 23, 1993Revised and Approved: Board of Trustees, May 15, 1997Revised and Approved: Board of Trustees, May 13, 1999Revised and Approved: Board of Trustees, November 4, 2000Revised and Approved: Board of Trustees, May 3, 2001Revised and Approved: Board of Trustees, June 30, 2003Revised and Approved: ARVO Membership, April 28, 2004Revised and Approved: Board of Trustees, October 30, 2004Revised and Approved: Board of Trustees, May 4, 2005Revised and Approved: Board of Trustees, October 29, 2005Revised and Approved: Board of Trustees, October 21, 2006Revised and Approved: ARVO Membership, May 9, 2007Revised and Approved: Board of Trustees, November 6, 2008Revised and Approved: Board of Trustees, May 2, 2009Revised and Approved: ARVO Membership, May 5, 2009Revised and Approved: ARVO Membership, May 4, 2010Revised and Approved: Board of Trustees, May 5, 2012Revised and Approved: Board of Trustees, April 15, 2015Revised and Approved: ARVO Membership, May 21, 2015